Contracts QuickSheet Exercises

Purpose Behind Completing QuickSheet Exercises:

Active recall is an important process in effective memorization. Each QuickSheet Exercise contains
frequently tested items from that subject and contains missing elements indicated by charts,
multiple choice options, or blanks to be filled in. To strengthen your memorization skills, your task is
to complete these QuickSheet Exercises by memory.

Directions:

 PUT AWAY YOUR NOTES, books, outlines, and other resources for this exercise and
practice actively trying to recall the missing elements.

 In ONE hour or less, complete as much of the QuickSheet Exercise as you can.

Next Steps:

 Compare your QuickSheet Exercise answers with the provided QuickSheet. There are no
“answer sheets” provided for these exercises. The goal of these exercises is to practice
actively recalling information from memory and then sharpening your self-assessment skills
by critically assessing your answers against the QuickSheet. Although no “answer sheet” is
provided, all the missing elements to be filled in can be located in the QuickSheet.

 After you have completed your self-assessment, you will have a clearer picture of which
elements you were able to recall and which elements you struggled to recall. Use this
information to focus your study and refine your knowledge of these frequently tested items
within each topic.

 Visit your completed QuickSheet Exercises and QuickSheets periodically throughout your
course for pointed review of frequently tested items within each topic.
 QuickSheet Exercise – Contracts/Sales

SOURCES OF CONTRACT LAW

1) The UCC governs the “sale of ___________”

a) “Goods” is broadly defined to mean any “movable item”
2) Hybrid cases
a) Majority rule: the appropriate source is determined by the
_______________________ _______________ of the transaction
i) The following factors are used:
(1) the _________________ of the contract;
(2) the _____________ of the supplier’s business; and
(3) the _________________ of the good versus the service
b) Does the UCC govern a “services contract with incidental goods”? Y/N
c) Does the UCC govern a “sale-of-goods contract with incidental services”? Y/N

OFFER

1) In order to constitute an offer, a party’s communication must meet two requirements:

a) an _______________ ___________________________; and
b) the signal that _____________________ will ________________ the deal
2) Multiple offerees
a) Under the American advertising rule, advertisements addressed to multiple
recipients are generally treated as _______________________ for offers
i) Exception: language in the advertisement that identifies the means by which
the goods or services will be allocated in the event of an excess of demand
constitutes an offer
3) Ways to terminate the power of acceptance:
a) Lapse of time
i) An offeree’s power of acceptance terminates at the time _____________ in
the offer. If the offer does not specify the time of termination, then the power
of acceptance terminates after a _____________________ time
ii) An offer made during a face-to-face conversation remains open until the
close of the conversation.
b) Death or incapacity of either party
c) Revocation by the offeror
i) The offeror is free to revoke an offer at any time for any reason if the
revocation:
(1) occurs ___________ acceptance; and
(2) is effectively _________________________
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ii) Elements for indirect revocation:

(1) the offeror has taken definite action inconsistent with the intention to

enter the proposed contract; and

(2) the offeree acquires reliable information of the offeror’s inconsistent

action

iii) Option contracts

(1) Three elements are required for an enforceable option contract:
(a) an ___________;
(b) a ____________________ promise to keep the offer
________; and
(c) some valid mechanism for securing
_______________________ of the subsidiary promise
iv) UCC “firm offer” rule
(1) Under the UCC, an irrevocable offer to either buy or sell goods can be
made without consideration if:
(a) the offer is made by a _________________;
(b) the offer is made in a ______________ _____________ by
the merchant; and
(c) the offer ___________________ states by its terms that it will
be held open
d) Rejection by the offeree
i) There are three ways that rejections can be effected:
(1) _________________ rejection;
(2) rejection via a _________________________; and
(3) rejection via ___________________________ acceptance
(a) At common law, the mirror-image rule requires:

4) Revocation of the offer in a unilateral contract

a) Modern Majority Rule: Once the offeree begins performance, an _____________
contract is created and the offeror may not revoke

ACCEPTANCE UNDER THE COMMON LAW

1) Two general requirements to constitute effective acceptance:

a) the acceptance must _____________ the terms of the offer; and
b) the acceptance must be _________________________ to the offeror

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2) Mailbox rule
a) Acceptance by mail is effective upon _________________ so long as the
acceptance is properly posted
b) The mailbox rule does not apply where the offeree dispatches two responses to an
offer: the first rejecting the offer, and the second accepting it. The parties’
obligations wills depend on which of the offeree’s communications reaches the
offeror first:
i) If the acceptance reaches the offeror first:

ii) If the rejection reaches the offeror first:

ACCEPTANCE UNDER THE UCC

1) A seller can accept a buyer’s offer to purchase goods for prompt or current shipment by:
a) a _______________ to ship goods in conformity with the terms of the offer;
b) _____________conforming goods; or
c) the seller’s shipment of ___________________________ goods
i) Explain the effect of a seller’s shipment of nonconforming goods:

2) Battle of the forms

a) In what situation does a “battle of the forms” analysis apply?

b) Unless acceptance is ___________________ made conditional on _____________

to the additional or different terms (a conditional acceptance), the nonconforming
acceptance operates as an effective acceptance of the offer
c) In a transaction between merchants, there is a distinction between additional
terms and different terms
i) Additional terms become part of the contract unless:
(1) the offer ___________________ limits acceptance to the terms of the
offer;
(2) the offeror _______________ to the additional terms within a
____________________ time after receiving notice of them; or
(3) the additional terms would ____________________ ___________
the contract

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ii) Different terms

(1) What is the effect of different terms in the two writings dealing the
same topic?

CONSIDERATION

1) The question of whether a particular performance by the promise constitutes a “detriment” is

answered by the legal-detriment test, which is defined as:

2) An illusory promise is a promise to perform that leaves performance to the

____________________ of the promising party
3) Gratuitous promises are unenforceable under the consideration doctrine, but gratuitous
transfers are legally binding
4) Past or moral consideration
a) Generally, does a promise given in exchange for something already given or already
performed satisfy the bargain requirement? Y/N
5) Promissory estoppel
a) Promissory estoppel allows for the enforcement of certain promises even where
there is no consideration in return. Promissory estoppel is available where there is:
i) a ______________;
ii) _______________________ reliance;
iii) _____________ reliance; and
iv) ___________________ would occur without enforcement

STATUTE OF FRAUDS (SOF) UNDER THE COMMON LAW

1) Categories of agreements governed by the SOF

a) Mnemonic: MY LEGS. Define the type of agreement for each letter of MY LEGS:
i) M:
ii) Y:
iii) L:
iv) E: a contract of an executor or administrator to answer for a duty of the
decedent
v) G: a contract of guarantee or suretyship
vi) S:

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2) Satisfaction of the SOF

a) The writing requirement
i) The writing must include the following items:
(1) the _________________ of the parties to the transaction;
(2) the _____________ and _______________ ___________ of the
contract; and
(3) the ___________________ terms of the _______________________
promises in the agreement
b) The signature requirement
i) The writing must be signed “by the party against whom
_______________________ is sought”

SOF UNDER THE UCC

1) The UCC SOF governs agreements “for the sale of ___________ for the price of $______
or more”
2) There are five ways to satisfy the UCC SOF:
a) Signed writing
i) A writing that is signed by the party against whom enforcement is sought, and
that is sufficient to indicate a contract was made between the parties
ii) The writing must indicate the _________________ of goods sold in the
transaction
b) Merchant’s confirmation
i) SOF is satisfied against the recipient merchant if:
(1) Both sender and recipient are _____________;
(2) Writing is in confirmation of the contract and contains a quantity; and
(3) Recipient does not send written objection within ______ days.
c) In-Court admission
i) The UCC SOF is satisfied, with respect to the quantity of goods admitted,
when a party against whom enforcement is sought “admits in his pleading,
testimony, or otherwise in court that a contract for sale was made”
(1) Does this exception apply to voluntary admissions (i.e., in pleadings)
and involuntary admissions (i.e., on cross-examination)? Y/N
d) Part performance
i) Explain when part performance will excuse the absence of a signed writing:

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e) Specially manufactured goods (need all 5)

i) __________________________________for buyer;
ii) Not suitable for sale to others;
iii) ___________________________________________________ or made
commitments to get;
iv) Actions to begin manufacture or procure occurred under circumstances which
reasonably indicate goods were for buyer;
v) Actions to begin manufacture or procure occurred before
______________________________________________________________.

GAP-FILLERS

1) In general, what are gap-fillers and when are they used?

2) UCC default rules

a) Implied warranties
i) Warranty of title
(1) This warranty guarantees:

(2) The warranty can be excluded or modified by:

(a) ________________ language; or
(b) circumstances that give the buyer reason to know that the
seller does not claim unencumbered title
ii) Warranty of merchantability
(1) This warranty guarantees:

(2) This warranty applies to goods sold by a _______________ with

respect to goods of that kind
(3) This warranty may be excluded or modified by mentioning
“_____________________________” and need not be in writing.
However, if it is in a writing, it must be _______________________
iii) Warranty of fitness for a particular purpose
(1) This warranty guarantees:

(2) The warranty applies where, at the time of

______________________, the seller has reason to know:

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(a) the particular _______________ for which the goods are

required; and
(b) that the buyer is relying on the seller’s skill or judgment to
select or furnish reasonable goods
(3) This warranty may be excluded or modified by a writing that is
_______________________
b) Missing terms
i) The default rule for a missing price term is:

ii) The default rule for a missing time term is:

iii) The default rule for a missing place of delivery term is:

3) Common law default rules for service contracts

a) The default rule for a missing price term is the _____________________ value of
the services rendered
4) The obligation of good faith and fair dealing
a) Both the UCC and the Restatement impose an obligation of good faith in the
______________________ and _______________________ of contracts
b) The good-faith obligation also requires good faith where the terms of the contract
leave a critical term, such as price, satisfaction, or quantity, open to the
determination of one party

TRADE USAGE, COURSE OF DEALING, COURSE OF PERFORMANCE

1) Is evidence of trade usage, course of dealing, or course of performance admissible to:

a) supplement the express terms of a contract? Y/N
b) give meaning to a particular ambiguous term? Y/N
c) contradict the express terms of a contract? Y/N
2) In the event of a conflict, what is the order of precedence between trade usage, course of
dealing, and course of performance?

PAROL EVIDENCE (PE) RULE

1) The PE rule applies to:

a) oral and documentary evidence of ________________________ and other
communications between the parties; and

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b) communications that took place __________ to or

__________________________________ with the execution of the written contract
2) Integration
a) A partially integrated contract means that:

b) A completely integrated contract means that:

i) When this is the case, only the terms contained within the agreement are
considered part of the contract

3) The effect of the rule depends on the purpose for which the PE is being introduced:
a) To explain or interpret the terms of the written contract
i) Majority rule: PE is always _____________________ for this purpose
b) To supplement the terms of the written contract
i) PE is admissible for this purpose unless the contract is
_____________________ integrated
ii) Under the UCC, is usage of trade, course of dealing, and course of
performance admissible to supplement the terms of a written contract? Y/N
c) To contradict the terms of the written contract
i) PE not admissible if terms are ___________ integrated
4) List the three types of evidence to which the PE rule does not apply:


 Attacks on the validity of the written agreement

OBLIGATIONS

1) In general, the seller’s obligation is to _________________ and ______________, and the

buyer’s obligation is to _____________ and _______ in accordance with the contract
2) When does the risk of loss (ROL) transfer?
a) In non-carrier cases where seller is NOT a merchant?

b) In non-carrier cases where seller is a merchant?

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c) In carrier cases where the parties have a shipment contract?

d) In carrier cases where the parties have a destination contract?

MODIFICATION

1) Modification under the common law

a) Explain the preexisting-duty rule:

b) Exceptions to the preexisting-duty rule

i) A promise to increase compensation under an existing contract is
enforceable as a mutual modification to the contract if both parties
___________ to a performance that is different from the one required by the
original contract; and
ii) The preexisting-duty rule will not apply to unforeseen circumstances where:

2) Modification under the UCC

a) A modification without consideration is enforceable if it is made in _________
__________

EXCUSING PERFORMANCE DUE TO FAULTY ASSUMPTIONS

1) Mistake
a) Unilateral mistake
i) A party operating under a faulty assumption about material facts as they exist
at the time of contracting is not excused from his contractual performance
unless the other party ________ or had ____________ to _________ of the
mistake; or
ii) the mistake was based on a clerical error
b) Mutual mistake
i) The contract will be voidable by the disadvantaged party where:
(1) the fact about which the parties were mistaken is

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___________________ to the contract;

(2) _________ parties were mistaken; and
(3) the disadvantaged party did not bear the _________ of
_______________ under the parties’ agreement
2) Impossibility
a) Impossibility excuses both parties from their obligations under a contract if the
performance has been rendered impossible by events occurring ___________ the
contract was formed
b) Impossibility requires:
i) _______________________ impossible performance; and
(1) “Objective impossibility” occurs when:

ii) the occurrence of the contingency was not known to the parties as the time of
_______________________
3) Impracticability
a) Performance of a contract is impracticable if:
i) the impracticability of the performance was caused by some
___________________ contingency;
ii) the increase in the _________ of performance would be far beyond what
either party anticipated
b) Impracticability under the UCC
i) UCC cases where impracticability has been found typically involve shortages
caused by:

4) Frustration of Purpose (Modern Test)

a) A party’s contractual obligations may be discharged if:
i) the party’s __________________ purpose in entering the contract in
frustrated;
ii) there is a _______________________ frustration; and
iii) non-occurrence of the event precipitating frustration was a ___________
_____________________ of the contract
(1) Explain this element in your own words:

EXCUSING PERFORMANCE BY AGREEMENT

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 QuickSheet Exercise – Contracts/Sales

1) Rescission
a) Permissible where both parties to a contract have remaining performance due
b) ___________ is provided by each party’s discharge of the other’s duties

2) Accord and satisfaction

a) What is an accord?

b) Is consideration required for a valid accord? Y/N

3) Anticipatory repudiation
a) Anticipatory repudiation may be established by:
i) a party’s _____________________ statement indicating that he will commit a
breach of contract; or
ii) a party’s __________________ act that renders the party unable to perform
or apparently unable to perform
b) Explain when a party can make a demand for adequate assurance of
performance:

CONDITIONS

1) Rules governing the failure of a condition

a) At common law, the rights of the parties in the event of a failed condition depend on
whether the condition is express or implied
i) Where a party’s performance under the contract is subject to an express
condition, the failure of that condition will _________________ the party’s
obligation to perform
ii) Where a party’s performance under the contract is subject to an implied
condition, courts can treat that breach as a _________________ breach or
as _______________________ performance
b) The UCC follows the perfect-tender rule, under which every contract term is treated
as an _______________ condition
i) If the seller fails to make perfect tender, the buyer has three courses of action
available:
o
o
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o
ii) Seller’s ability to cure
(1) If a seller makes a nonconforming tender but the time of performance
has not yet expired under the contract, the seller may substitute
conforming goods so long as:
(a) the seller gives the buyer _____________________ notice of
his intention to substitute; and
(b) the seller makes conforming delivery within the time specified
in the _________________
(2) If a seller makes a nonconforming delivery and had reasonable
grounds to believe that delivery would be acceptable to the buyer, the
seller may substitute a conforming delivery if:
(a) the seller gives the buyer _____________________ notice of
his intention to substitute; and
(b) the seller makes conforming delivery within a
____________________ time

DEFENSES

1) Incapacity
a) Infancy
i) What is the power of avoidance, and what must the minor do upon
disaffirming a contract?

b) Mental incompetence
i) A contact entered into by an incompetent person is __________

2) Misrepresentation
a) List the four elements required to establish fraudulent misrepresentation:
i)
ii)
iii)
iv)
b) Non-fraudulent misrepresentation
i) For negligent misrepresentation, the defendant would have __________ the
assertion was false had he exercised ___________________
ii) For innocent misrepresentation, the defendant made an assertion not in

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___________________ with existing facts

c) Fraudulent nondisclosure relates to the defendant’s silence where there was a
duty to disclose, and it requires:
i) the nondisclosure was _________________ to the contract, ; and
ii) there was _____________________ reliance on the nondisclosure
3) Duress
a) Duress is available if there is:
i) a _____________;
ii) that is wrongful in nature; and
iii) that leaves the aggrieved party with no _____________________ choice but
to _______________ to the threat
4) Undue influence
a) Undue influence occurs where:
i) ____________ ____________________ was used; and
ii) the other party was ____________________ to such persuasion
5) Unconscionability
a) The elements of unconscionability are:
i) _____________________ unconscionability; and
(1) This element can be met where the bargaining process that produced
the contract created an absence of _____________________
_____________ for the aggrieved party
ii) _______________________ unconscionability
(1) This element can be met when the contract terms are unreasonably
_______________________ to one party
6) Public policy
a) Name 2 (out of 4) contexts in which public policy can be raised:

REMEDIES

1) Monetary damages at common law

a) Expectation damages
i) To compensate a party for his expectation interest, the court will calculate
money damages designed to:

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ii) The formula for expectation damages is:

Loss of value of the breaching party’s performance

+ any incidental and consequential costs generated by the breach
- any _________________ received from the breaching party
- any ___________ saved as a result of the breach
= Expectation damages of the aggrieved party

iii) Expectation damages may not be available where:

(1) Expectation damages cannot be calculated with _______________;
(2) Damages are ________________ ; or
(3) Damages can be mitigated
b) Reliance damages
i) To protect an aggrieved party’s reliance interest, a court will calculate the
money damages designed to:

ii) The formula for reliance damages is:

Any expenditures made in performing or preparing to perform
- any loss the aggrieved party would have suffered had the
contract been fully performed
= Reliance damages of the aggrieved party

c) Restitutionary damages
i) The aggrieved party’s restitutionary interest will be measured by either:
(1) the reasonable value of the _______________ conferred upon the
breaching party; or
(2) the extent to which the breaching party’s property has increased in
value based upon the aggrieved party’s performance
d) A liquidated damages provision is enforceable unless a court finds that it
constitutes a ______________
i) The test to determine whether a liquidated damages clause is valid:
(1) Was the clause _____________________ at the time of contracting in
relation to the _______________________ harm?
(2) Was the clause reasonable in relation to the harm and losses that
_________________ _________________ due to the breach?
2) Monetary damages under the UCC
a) Seller’s remedies
(1) If goods have been delivered and accepted, the seller is entitled to

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collect the _________________ price from those goods

(2) If the seller resells, he can recover the difference between the
_________________ price and the _____________ price
(3) If the seller does not resell, he can recover the difference between
the contract price and the market value of the goods
(4) Whether or not the seller resells, may the seller recover incidental
damages? Y/N
ii) Lost profits for lost-volume sellers
(1) What is a lost-volume seller?

b) Buyer’s remedies
i) If the buyer covers, his measure of damages is the difference between:

ii) If the buyer does not cover, his measure of damages is the difference
between:

iii) Whether or not the buyer covers, may the seller recover incidental
damages? Y/N
3) Specific performance
a) Money damages are presumed to be inadequate when a party is purchasing either:
i) _____________ objects; or
ii) _________ property
b) What are the two types of contracts for which specific performance is not available?

THIRD-PARTY BENEFICIARIES

1) The original parties may modify or rescind a third-party-beneficiary provision without the
beneficiary’s consent unless and until the beneficiary’s rights under the contract have
_____________
a) Vesting occurs with regard to an intended beneficiary when:
i) the beneficiary brings _________ on the matter;
ii) the beneficiary changes his position in ___________________
________________ on the contractual promise;
iii) the beneficiary manifests his assent to the contract at the request of either
the promisee or the promisor; or
iv) the rights of the beneficiary have vested under an express term of the

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contract providing for such vesting

ASSIGNMENT OF RIGHTS

1) An assignment is a transfer of a right to receive a _______________________ under a

contract
2) To make an effective assignment of a contractual right, the owner of that right must:
a) manifest an ___________________;
b) to make a _______________ transfer of the right
3) Generally, all rights are assignable; however, a right is not assignable if:
a) the assignment would _____________________ ___________ the risks to or
obligations of the other party to the contract;
b) the obligor has a personal interest in rendering the performance in question to the
obligee and not to a third party;
c) the assignment would violate applicable law or public policy; and
d) assignment is _____________________ by the contract
4) An assignment for value is valid against the _______________ and cannot be revoked by
the _________________
5) A gratuitous assignment has the following legal effects:
a) Between assignee and obligor:

b) Between assignor and assignee:

DELEGATION OF DUTIES

1) A delegation occurs when:

i) Does a delegation relieve the delegator from his obligations under the
contract? Y/N

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